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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) September 19, 2025
FATHOM
HOLDINGS INC.
(Exact name of registrant as specified in its
charter)
| |
North Carolina |
|
| |
(State or other jurisdiction of incorporation) |
|
| |
|
|
| 001-39412 |
|
82-1518164 |
| (Commission File Number) |
|
(IRS Employer Identification
No.) |
2000
Regency Parkway Drive, Suite 300,
Cary, North
Carolina 27518
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code 888-455-6040
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each Class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, No Par Value |
FTHM |
Nasdaq
Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company x
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On September 19, 2025, Fathom Holdings Inc. (the
“Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Roth
Capital Partners, LLC, as the sole manager of the offering (the “Underwriter”). Pursuant to the Underwriting Agreement,
the Company agreed to sell 3,000,000 shares of the Company’s common stock, no par value (“Common Stock”), to the Underwriter
at a public offering price of $2.00 per share, less underwriting discounts and commissions. Additionally, the Company has granted the
Underwriter a 45-day option to purchase up to an additional 450,000 shares at the same public offering price and underwriting discount
(the “Over-allotment Option”).
In connection with the execution of the Underwriting
Agreement, each member of the Company’s Board of Directors (the “Board”) and certain Company officers entered into 90-day
“lock-up” agreements in substantially the form included in the Underwriting Agreement as Exhibit A.
The Underwriting Agreement contains customary representations,
warranties, and covenants of the Company and the Selling Shareholder and also provides for customary indemnification by each of the Company,
the Selling Shareholder, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The offering closed on September 22, 2025.
The Company received approximately $5.4 million in net proceeds from the offering (excluding the Over-allotment Option),
after deducting underwriting discounts and commissions and estimated offering expenses.
The sale of the Common Stock was made pursuant
to the Company’s Registration Statement on Form S-3 (Registration No. 333-276318), including a prospectus supplement dated September
19, 2025, to the prospectus contained therein dated January 11, 2024, filed by the Company with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
A copy of the opinion of Wyrick Robbins Yates &
Ponton LLP relating to the legality of the issuance and sale of the Common Stock is attached as Exhibit 5.1 hereto.
The foregoing description of the Underwriting Agreement
is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated
herein by reference.
Item 8.01. Other Events.
On September 18, 2025, September 19, 2025, and September 22, 2025,
the Company issued press releases announcing the offering, pricing, and closing of the offering, respectively. Copies of the press releases
are attached hereto as Exhibits 99.1, 99.2, and 99.3 respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated
September 19, 2025, by and among the Company, the Selling Shareholder named therein and Roth Capital Partners, LLC. |
| |
|
|
| 5.1 |
|
Opinion of Wyrick Robbins Yates
& Ponton, LLP. |
| |
|
|
| 23.1 |
|
Consent of Wyrick Robbins Yates
& Ponton, LLP (included in the opinion field as Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release, dated September
18, 2025. |
| |
|
|
| 99.2 |
|
Press Release, dated September
19, 2025. |
| |
|
|
| 99.3 |
|
Press Release, dated September 22, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
FATHOM HOLDINGS INC. |
| |
|
| Date: September 22, 2025 |
/s/ Marco Fregenal |
| |
Marco Fregenal |
| |
Chief Executive Officer |
